Connecticut Articles of Dissolution

Introduction

Key Things to Know

1. 1

   A Connecticut Certificate of Dissolution, form BUS-019, is the one-page filing that ends a domestic for-profit stock corporation's existence with the Secretary of the State. Connecticut stopped calling it articles of dissolution in 1997. A Connecticut LLC files its own Certificate of Dissolution on form BUS-035 instead, and a nonstock corporation uses BUS-017.

2. 2

   No tax clearance certificate, revenue consent or third-agency paper gates the filing itself. The word clearance does not appear anywhere in the Connecticut Business Corporation Act, and form BUS-019 contains no tax item at all.

3. 3

   The tax statements gate the money. General Statutes Section 33-885 bars any final liquidating distribution to shareholders until the corporation obtains current statements from two separate offices, the Commissioner of Revenue Services and the Labor Commissioner, each showing taxes or contributions paid, none owed, or adequate provision made with surety satisfactory to that office.

4. 4

   There is no filing fee. Public Act 14-154 struck the certificate-of-dissolution line out of the fee schedule at Section 33-617 effective July 1, 2015, and the BUS-019 form face reads No Filing Fee Required. Expedited handling costs $50 per transaction and is offered only inside the online filing flow.

5. 5

   Shareholders normally approve by a majority of all the votes entitled to be cast (Section 33-881(e)), but a corporation incorporated in Connecticut before January 1, 1997 needs two-thirds of the voting power of each voting group unless its certificate of incorporation expressly says otherwise (Section 33-881(f)).

6. 6

   A corporation that never issued shares, or never commenced business, skips the shareholder vote: a majority of the incorporators or of the initial directors can authorize the dissolution and file the same BUS-019 using box 3A (Section 33-880). No separate short form and no separate fee.

7. 7

   Creditor notice is optional in Connecticut, both kinds of it, and both run after the filing rather than before. The corporation may write to known claimants with a deadline of at least 120 days (Section 33-886), and may also publish once in a county newspaper to start a three-year bar (Section 33-887). Skip both and nothing is barred.

Connecticut Requirements for Articles of Dissolution

• Two Agency Statements Before Any Payout to Shareholders

  General Statutes Section 33-885 bars any final liquidating distribution of assets to shareholders until the corporation holds current statements from BOTH the Commissioner of Revenue Services and the administrator of the unemployment compensation law, who is the Labor Commissioner under Section 31-222. Each statement must show taxes and contributions paid, none owed, or adequate provision made with surety satisfactory to that office. The section took effect January 1, 1997 and has never been amended.

• Nothing Gates the Filing Itself

  The Secretary of the State needs no clearance certificate, no revenue consent and no current annual report to accept the dissolution. The word clearance returns zero hits across the whole Connecticut Business Corporation Act, and form BUS-019 contains no tax item. Sources that place a clearance certificate ahead of the filing are describing the Section 33-885 distribution gate at the wrong step.

• Form BUS-019, Not Articles of Dissolution

  Connecticut uses form BUS-019, Certificate of Dissolution, Stock / Business Corporation, revision 1/2024. Public Act 96-271 replaced the phrase articles of dissolution with certificate of dissolution effective January 1, 1997. Watch the neighbours in the same forms table: BUS-017 is the nonstock corporation and BUS-035 is the domestic LLC, and all of them are free, so the fee will not distinguish them.

• No Filing Fee, $50 Expedited Online Only

  Public Act 14-154 deleted the certificate-of-dissolution subdivision from the fee schedule at Section 33-617(a) effective July 1, 2015 and renumbered what remained. The Secretary of the State's Domestic Stock Corporations table prints $0 and the BUS-019 face prints No Filing Fee Required. Expedited handling is $50 per transaction and exists only inside the online filing flow. Revoking later costs $50.

• Two-Thirds Vote for Pre-1997 Connecticut Corporations

  Section 33-881(e) sets the default at a majority of all the votes entitled to be cast, after the board proposes dissolution and notifies every shareholder that dissolution is a purpose of the meeting. Section 33-881(f) overrides that for any corporation incorporated under Connecticut law before January 1, 1997, which needs two-thirds of the voting power of each voting group unless its certificate of incorporation expressly provides otherwise.

• Box 3A Route for a Corporation That Never Traded

  Section 33-880 lets a majority of the incorporators or of the initial directors dissolve a corporation that has not issued shares or has not commenced business, with no shareholder vote. It is the same BUS-019 at the same price, using box 3A plus box 3A-1 or 3A-2, and it also certifies that no debt remains unpaid and that any net assets remaining after winding up went to the shareholders.

• Creditor Notice Is Optional and Runs After Filing

  Section 33-886 says the dissolved corporation may notify known claimants in writing at any time after the effective date, with a deadline at least 120 days out and 90 days for a rejected claimant to sue. Section 33-887 says it may also publish once in a county newspaper to start a three-year bar. Neither is compulsory. Skip both and surviving claims reach undistributed assets and then each shareholder up to the lesser of their pro rata share or what they received.

• No Backdating, and 120 Days to Change Your Mind

  The Secretary of the State will not backdate, so the submission date is the dissolution date, though a closing can be scheduled up to 90 days ahead. The Department of Revenue Services treats the corporation as subject to the Corporation Business Tax up to that date. Section 33-883(a) then allows revocation within 120 days of the effective date, and after that window a voluntary dissolution has no reinstatement route.